year in review...high-profile spac acquisitions including the u.s.$1.3 billion virgin...

YEAR IN REVIEW

FEBRUARY 2020

SURVEY OF U.S. AND SELECTED INTERNATIONAL HEALTH CARE IPOS DURING 2019

|CLIFFORD CHANCE 2YEAR IN REVIEW: SURVEY OF U.S. AND SELECTED INTERNATIONAL HEALTH CARE IPOS DURING 2019

Introduction 3

Survey Highlights 4

A Note on Other U.S. Capital Market Trends 7

Number of Completed U.S. Health Care IPOs 8

Size of Completed U.S. Health Care IPOs 9

Size of Completed International Health Care IPOs 10

Aggregate Proceeds of Completed U.S. Health Care IPOs 11

Aggregate Proceeds of Completed International Health Care IPOs 12

Insider Investment 13

Percentage of Outstanding Shares Offered to Investors 14

Listing Venue Selections for U.S. Health Care IPOs 15

Listing Venue Selections for International Health Care IPOs 16

Listing Venue Selections by Proceeds 17

Jurisdiction of Incorporation for U.S. Health Care IPOs 19

Jurisdiction of Incorporation for International Health Care IPOs 20

ADR Programs 21

SIC Codes for U.S. Health Care IPOS 22

Health Care Sub-Segments for International Health Care IPOS 23

Lead Product Candidate Development Phases for U.S. Health Care IPOS 24

TABLE OF CONTENTSLead Product Candidate Development Phases for International Health Care IPOS 25

Estimated Offering Expenses 26

Number of Years Presented in Audited Financial Statements by Emerging Growth Companies 28

Presentation of Financial Statements by FPIs forU.S. Health Care IPOs 29

Financial Reporting Standards Used for International Health Care IPOs 30

Board Size for U.S. Health Care IPOs 31

Board Size for International Health Care IPOs 32

Board Independence for U.S. Health Care IPOs 33

Female Directors for U.S. Health Care IPOs 34

Female Directors for International Health Care IPOs 35

Days to Effectiveness 36

Omission of Competitively Sensitive Information 37

Profitability before IPO 38

Methodology 39

Annex A – U.S. Health Care IPOs Completed During 2019 41

Annex B – International Health Care IPOs Completed During 2019 54

Key Contacts 57

|CLIFFORD CHANCE 3

INTRODUCTION

PER CHILSTROMPartner – Capital Markets

T +1 212 878 3079 E per.chilstrom

@cliffordchance.com

YEAR IN REVIEW: SURVEY OF U.S. AND SELECTED INTERNATIONAL HEALTH CARE IPOS DURING 2019

We have developed this survey to provide information to our clients and other interested parties about initial public offerings (IPOs) of equity securities by companies in the health care sector in 2019. Our survey focuses primarily on U.S. IPOs registered with the U.S. Securities and Exchange Commission (SEC) and listed on a U.S. stock exchange (such as Nasdaq). In addition, we present certain information regarding international health care sector IPOs that were listed on a non-U.S. exchange and offered to U.S. institutional investors pursuant to Rule 144A under the U.S. Securities Act of 1933 (“Rule 144A”).

The following charts reflect selected statistics regarding these IPOs that we believe provide useful information about the characteristics of these offerings and related market practices. Lists of the IPOs we included in our survey are provided in Annexes A and B.

We hope you find this survey helpful in developing an understanding of U.S. and international health care IPOs. Please contact Per Chilstrom or any other members of your Clifford Chance client service team if you would like to discuss this survey or have any related questions.


Number of Health Care IPOs by FPIsOf the 72 completed U.S. Health Care IPOs, 13 were completed by FPIs. By comparison, of the 80 completed U.S. Health Care IPOs during 2018, 10 were completed by FPIs. In addition, by the end of 2019, three FPIs had publicly-filed registration statements pending for U.S. Health Care IPOs that were neither effective nor withdrawn. FPIs registering U.S. Health Care IPOs during 2019 were from nine different countries. By comparison, FPIs registering U.S. Health Care IPOs during 2018 were from five different countries.

The 20 International Health Care IPOs included in our survey involved listings by non-U.S. companies incorporated in eight different countries.

IPO ProceedsU.S. Health Care IPOs raised aggregate gross proceeds of approximately U.S.$11.43 billion during 2019 (up substantially from approximately U.S.$7.72 billion during 2018), of which approximately U.S.$1.24 billion was raised by FPIs (up from the U.S.$766 million raised during 2018).

The 20 International Health Care IPOs included in our survey raised aggregate proceeds of approximately U.S.$4.3 billion during 2019.

During 2019, the U.S. market for IPOs saw similar activity levels as compared to 2018. A total of 72 companies in the health care sector completed SEC-registered IPOs in connection with listing on a U.S. exchange (U.S. Health Care IPOs). Of these U.S. Health Care IPOs, 13 were completed by non-U.S. companies that qualified as foreign private issuers (FPIs). In addition, our survey covers 20 international health care sector IPOs that were listed on a non-U.S. exchange and offered to U.S. institutional investors pursuant to Rule 144A (International Health Care IPOs). Over two-thirds of these were listed on the Hong Kong Stock Exchange.

SURVEY HIGHLIGHTS

Insider InvestmentExisting shareholders, members of management or their respective affiliates either indicated an interest in purchasing or agreed to purchase shares in 34 of the 72 U.S. Health Care IPOs completed during 2019. These insider investments represented approximately U.S.$1.2 billion, or approximately 22%, of the aggregate proceeds of all U.S. Health Care IPOs during 2019 (comparable to approximately 21% during 2018). By contrast, insider investment was reported for only four of the 13 U.S. Health Care IPOs completed by FPIs during 2019, and contributed approximately U.S.$131.2 million, or approximately 11% (down from 17% during 2018), to the aggregate proceeds for these IPOs.

Listing Venue SelectionMost of the companies registering U.S Health Care IPOs sought to list their securities on Nasdaq during 2019. During 2019, 65% of all companies registering U.S. Health Care IPOs seeking to raise more than U.S.$75 million in IPO proceeds selected the Nasdaq Global Select Market. Only four U.S. Health Care IPOs registered during 2019 involved a New York Stock Exchange listing.

Over two-thirds of the 20 International Health Care IPOs included in our survey were listed on the Hong Kong Stock Exchange.


Use of ADR Programs by FPIsMore than two thirds of the FPIs who registered U.S. Health Care IPOs during 2019 established a Level 3 ADR program in connection with their listing. Five of the nine FPIs offering ADSs as part of their SEC-registered offering had a dual listing on a non-U.S. exchange.

SIC codes and industry sub-segmentsThe two most common SIC codes for companies registering U.S. Health Care IPOs continue to be: (1) 2834 – Pharmaceutical preparations; and (2) 2836 – Biological products (no diagnostic substances). Collectively, companies indicating these two codes represented over 70% of the U.S. Health Care IPOs registered during 2019.

By contrast, only approximately half of the 20 International Health Care IPOs included in our survey were active in the pharmaceutical or biopharmaceutical product sub-segment.

Development Phase for Product CandidatesOf the 51 U.S. Health Care IPO companies that reported developing pharmaceutical or biopharmaceutical product candidates during 2019, the most common development phase for the most advanced product candidates was Phase 1 (reported in 17 IPO filings), followed by preclinical (reported in 14 IPO filings) and Phase 2 (reported in 14 IPO filings). Of the eight FPIs that reported developing product candidates during 2019, three reported a lead candidate in Phase 1, two reported a lead candidate in Phase 2, and two reported a lead candidate in Phase 3.

(CONTINUED)SURVEY HIGHLIGHTS

Of the nine International Health Care IPO companies that were developing pharmaceutical or biopharmaceutical product candidates, all but two reported that the development phase for the most advanced product candidates was Phase 2.

Estimated Offering ExpensesEstimated offering expenses (excluding underwriter compensation) for U.S. Health Care IPOs completed during 2019 varied widely, with an average amount of approximately U.S.$3.26 million (up from U.S.$2.78 million in 2018). Average estimated offering expenses reported by FPIs were U.S.$2.57 million, lower than the average for all other U.S. Health Care IPOs during 2019.

Presentation of Audited Financial StatementsAll but three of the U.S. Health Care IPO issuers during 2019 qualified as “emerging growth companies” and, as during 2018, most of them took advantage of regulatory relief permitting the presentation of two years of audited financial statements in their IPO prospectus (rather than three years). Of the 16 U.S. Health Care IPOs that involved FPIs during 2019, 10 presented their financial statements using IFRS as adopted by the IASB and six chose to present their financial statements using U.S. GAAP.

Half of the 20 International Health Care IPOs included in our survey reported financial statements using IFRS as adopted by the IASB. Of those that used IFRS (IASB), all but one sought a listing on the Hong Kong Stock Exchange.


(CONTINUED)SURVEY HIGHLIGHTS

Female DirectorsOf the 16 U.S. Health Care IPOs by FPIs, five had one female director and another 10 had two or more female directors. As for the 62 other U.S. Health Care IPOs that used Form S-1 to register, 21 had one female director and another 23 had two or more female directors.

Of the 20 International Health Care IPOs included in this survey, eight had one female director and another eight had two or more female directors.

Length of Time in SEC RegistrationThe average number of days from first submission to effectiveness for U.S. Health Care IPOs during 2019 was approximately 151 days. During 2019, eight health care companies achieved effectiveness in less than 80 days.

For more information regarding 2018 U.S. Health Care IPOs, see our 2018 survey, which can be downloaded here:https://www.cliffordchance.com/content/dam/cliffordchance/briefings/2019/02/year-in-review-survey-of-health-care-ipos-in-the-united-states-during-2018.pdf

Board Size and Director IndependenceFor companies filing registration statements for U.S. Health Care IPOs during 2019, the average board size was between seven and eight directors. Of the companies using Form S-1 for their U.S. Health Care IPOs, 55 reported that a majority of their board members were independent. While not strictly required to comply with U.S. stock exchange requirements regarding board independence, seven FPIs reported that a majority of their board members were independent as well.

In 2019, the average board size disclosed in connection with the 20 International Health Care IPOs included in our survey was eight directors. These companies had an average of only three independent directors.

https://www.cliffordchance.com/content/dam/cliffordchance/briefings/2019/02/year-in-review-survey-of-health-care-ipos-in-the-united-states-during-2018.pdf

|CLIFFORD CHANCE 7YEAR IN REVIEW: SURVEY OF HEALTH CARE IPOS IN THE UNITED STATES DURING 2019

A NOTE ON OTHER U.S. CAPITAL MARKET TRENDS

SPACsA special purpose acquisition company (SPAC) is a publicly-traded company that raises a "blind pool" of capital through an IPO for the purpose of acquiring a controlling stake in an existing company. Accordingly, a business combination with a SPAC represents a further alternative to the traditional IPO for private companies looking to go public.

During 2019, SPACs raised approximately U.S.$12 billion through U.S. IPOs, representing approximately 37% of all IPOs that were completed in the United States. In addition, 2019 saw a number of high-profile SPAC acquisitions including the U.S.$1.3 billion Virgin Galactic/Social Capital Hedosophia merger in October 2019 and the pending U.S.$3.3 billion DraftKings/SBTech/Diamond Eagle Acquisition deal announced in December 2019.

In particular, a number of health care sector companies closed business combination transactions with SPACs in 2019, including BiomX/Chardan Healthcare Acquisition, DermTech/Constellation Alpha Capital, Xynomic Pharmaceuticals/Bison Capital Acquisition, AdaptHealth/DFB Healthcare Acquisitions, Healthy Harmony/New Frontier Health, and Immunovant/Health Sciences Acquisitions. Further, as of February 2020, there are 11 SPACs targeting acquisitions in the health care sector, as well as one additional health care focused SPAC that is in SEC registration.

Direct ListingsFollowing the model established by Spotify in 2018, two more companies, Slack and Watford Holdings, went public in 2019 through a direct listing in lieu of a traditional IPO. In a direct listing, a company lists its shares on a U.S. exchange without also conducting an underwritten offering. These transactions are structured so that all existing shareholders are permitted to sell when the company's shares begin trading, with price discovery being driven by the market as opposed to an IPO book building process.

Currently, companies cannot issue shares in direct listings due to regulatory restrictions. As a result, the direct listings that have occurred thus far have involved large, well-funded companies with broad existing shareholder bases – i.e., companies that do not need further capital and that reasonably expect there to be a sufficient supply of shares for a liquid trading market to develop. To date, no direct listings have occurred in the health care sector.

However, the NYSE has recently proposed changes to its listing rules that would allow companies to issue shares in a "primary" direct listing and raise funds on the first day of trading. These rule changes are currently pending SEC approval, and it remains to be seen whether the direct listing alternative path to public liquidity will become more widely utilized.


During 2019, 72 companies completed SEC-registered U.S. Health Care IPOs that featured a listing on a U.S. exchange, such as Nasdaq. FPIs completed 13 of these IPOs. By comparison, of the 80 completed U.S. Health Care IPOs during 2018, 10 were completed by FPIs. An additional six companies publicly filed IPO registration statements that were not withdrawn or declared effective by the end of 2019 – three of these companies were FPIs.

NUMBER OF COMPLETED U.S. HEALTH CARE IPOS

* This chart only reflects information for U.S. Health Care IPOs that were completed during 2019.

59

13

U.S. domestic and other issuers that do notqualify for FPI status

Foreign Private Issuers

|CLIFFORD CHANCE

6

2442

Less than $25 million

$25 million - $75 million

More than $75 million

9YEAR IN REVIEW: SURVEY OF U.S. AND SELECTED INTERNATIONAL HEALTH CARE IPOS DURING 2019

Of the 72 U.S. Health Care IPOs completed during 2019, offering proceeds exceeded U.S.$75 million per IPO for more than half of these IPOs. Six U.S. Health Care IPOs, however, raised offering proceeds of less than U.S.$25 million per IPO.

SIZE OF COMPLETED U.S. HEALTH CARE IPOS

Of the 13 U.S. Health Care IPOs completed by FPIs during 2019, four of them raised offering proceeds in excess of U.S.$75 million. Only one U.S. Health Care IPO by an FPI raised offering proceeds of less than U.S.$25 million.


By Proceeds 1

8

4 Less than $25 million



By Proceeds

* This chart only reflects information for U.S. Health Care IPOs that were completed by FPIs during 2019.

Size of U.S. Health Care IPOs Completed by FPIs During 2019Size of U.S. Health Care IPOs Completed During 2019

|CLIFFORD CHANCE

2

4

14

Less than $25 million




Of the 20 International Health Care IPOs included in our survey, offering proceeds exceeded U.S.$75 million per IPO for more than two-thirds of these IPOs.

SIZE OF COMPLETED INTERNATIONAL HEALTH CARE IPOS

By Proceeds

Size of International Health Care IPOs Completed During 2019

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During 2019, U.S. Health Care IPOs raised aggregate gross proceeds of approximately U.S.$11.43 billion (up substantially from approximately U.S.$7.72 billion during 2018). The average gross proceeds raised by these IPOs was approximately U.S.$187 million. The second quarter of 2018 featured the highest number of IPOs and raised the most proceeds.

AGGREGATE PROCEEDS OF COMPLETED U.S. HEALTH CARE IPOS

Aggregate U.S. Health Care IPO proceeds raised by FPIs during 2019 were approximately U.S.$1.24 billion (up from approximately U.S.$766 million during 2018). Average proceeds for U.S. Health Care IPOs for FPIs were approximately U.S.$103 million, significantly less than the average proceeds for U.S. Health Care IPOs completed by all other issuers (U.S.$208 million).

12 IPOs

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3 IPOs

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* This chart only reflects information for U.S. Health Care IPOs that were completed by FPIs during 2019.

15 IPOs

19 IPOs

26 IPOs

Aggregate Proceeds of U.S. Health Care IPOs Completed During 2019

Aggregate Proceeds of U.S. Health Care IPOs Completed by FPIs During 2019

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During 2019, the International Health Care IPOs included in our survey raised aggregate proceeds of approximately U.S.$4.3 billion. The average proceeds raised by these IPOs was approximately U.S.$216 million. The second quarter of 2019 featured the highest number of IPOs and raised the most proceeds.

AGGREGATE PROCEEDS OF COMPLETED INTERNATIONAL HEALTH CARE IPOS

3 IPOs

Aggregate Proceeds of International Health Care IPOs in 2019

2 IPOs

8 IPOs

7 IPOs


Existing shareholders, members of management or their respective affiliates either indicated an interest in purchasing or agreed to purchase shares in 34 of the 72 U.S. Health Care IPOs completed during 2019. These insider investments represented approximately U.S.$1.19 billion, or approximately 22%, of the aggregate proceeds of all U.S. Health Care IPOs.

INSIDER INVESTMENT

Insider investment was reported for four of the 13 U.S. Health Care IPOs completed by FPIs during 2019, and contributed approximately U.S.$131.2 million, or approximately 11%, to the aggregate proceeds for these IPOs.

* This chart does not reflect investments by insiders in any private placements made concurrently with a U.S. Health Care IPO. In addition, this chart does not reflect any proposed insider investments for any IPOs that were registered but not completed by the end of 2019.

* This chart does not reflect investments by insiders in any private placements made concurrently with a U.S. Health Care IPO. In addition, this chart does not reflect any proposed insider investments for any IPOs that were registered but not completed by the end of 2019.

Insider Investment Reported for U.S. Health Care IPOs Completed During 2019

Insider Investment Reported for U.S. Health Care IPOs Completed by FPIs During 2019

3438

IPOs with insider investments

IPOs without insider investments

4

9

IPOs with insider investments

IPOs without insider investments


PERCENTAGE OF OUTSTANDING SHARES OFFERED TO INVESTORS

* This chart only provides information for U.S. Health Care IPOs that were completed during 2019. Percentages include shares offered to insider investors as part of the IPO.

41

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2217

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High Low Average for U.S. domestic andother issuers that do not qualify for FPI status

Average for FPIs

The percentage of outstanding shares offered to investors (without giving effect to the exercise of any overallotment options or the exercise of any warrants that were issued to investors as part of the IPO) for U.S. Health Care IPOs completed during 2019 varied widely with an average of approximately 21% of the shares outstanding immediately after the IPO.

Percentage of Outstanding Shares Offered to Investors for Completed U.S. Health Care IPOs During 2019


During 2019, most of the companies registering U.S. Health Care IPOs sought to list their securities on Nasdaq. As in 2017 and 2018, approximately half of these companies selected the Nasdaq Global Select Market for their listing.

LISTING VENUE SELECTIONS FOR U.S. HEALTH CARE IPOS

During 2019, all of the FPIs registering U.S. Health Care IPOs sought to list their securities on Nasdaq. Half of these FPIs selected the Nasdaq Global Market for their listing.

* This chart includes proposed listing venues for U.S. Health Care IPOs that were registered but not completed during 2019.


Listing Venue Selections Reported in Registration Statements for U.S. Health Care IPOs in 2019

Listing Venue Selection by FPIs for U.S. Health Care IPOs in 2019

38

29

74 Nasdaq Global Select

Market

Nasdaq Global Market

Nadaq Capital Market

New York Stock Exchange

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8

2 Nasdaq Global Select Market

Nasdaq Global Market

Nasdaq Capital Market


LISTING VENUE SELECTIONS FOR INTERNATIONAL HEALTH CARE IPOS

During 2019, over two-thirds of the International Health Care IPOs included in our survey were listed on the Hong Kong Stock Exchange.

3

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14

1 1

Bombay Stock Exchange

Euronext Brussels

Hong Kong Stock Exchange

Oslo Stock Exchange

Toronto Stock Exchange

Listing Venue Selections for International Health Care IPOs in 2019


During 2019 all of the companies registering U.S. Health Care IPOs seeking to raise proceeds of less than U.S.$25 million selected the Nasdaq Capital Market for their listing. Only one company registering a U.S. Health Care IPO seeking proceeds in the U.S.$25 million – U.S.$75 million range also selected the Nasdaq Capital Market (down from about a quarter of companies during 2018). This listing venue was not chosen for any U.S. Health Care IPOs seeking to raise more than U.S.$75 million in proceeds.

NASDAQ CAPITAL MARKET & NASDAQ GLOBAL MARKETLISTING VENUE SELECTIONS BY PROCEEDS

During 2019, over half of the companies registering U.S. Health Care IPOs seeking to raise proceeds in the U.S.$25 million – U.S.$75 million range selected the Nasdaq Global Market. This listing venue was chosen about one quarter of all U.S. Health Care IPOs seeking to raise more than U.S.$75 million in proceeds in 2019.



Nasdaq Capital Market Listings by IPO Proceeds Sought in 2019

Nasdaq Global Market Listings by IPO Proceeds Sought in 2019

6

1 Less than $25 million


17

12




During 2019, 65% of all companies registering U.S. Health Care IPOs seeking to raise more than U.S.$75 million in IPO proceeds selected the Nasdaq Global Select Market. In addition, this listing venue was chosen by a little less than one third of the companies registering U.S. Health Care IPOs seeking to raise proceeds in the U.S.$25 million – U.S.$75 million range.

NASDAQ GLOBAL SELECT MARKET & NYSE LISTING VENUE SELECTIONS BY PROCEEDS

The four companies that registered their U.S. Health Care IPOs during 2019 and listed their securities on the New York Stock Exchange all sought to raise proceeds in excess of U.S.$75 million.



Nasdaq Global Select Market Listings by IPOProceeds in 2019

New York Stock Exchange Listings by IPOProceeds in 2019

8

30



4



Over 90% of U.S. companies that registered U.S. Health Care IPOs during 2019 were incorporated in Delaware. All but one of the non-U.S. companies that registered U.S. Health Care IPOs during 2019 made filings that indicated they qualified as FPIs.

JURISDICTION OF INCORPORATION FOR U.S. HEALTH CARE IPOS

Non-U.S. companies that qualified as FPIs when registering U.S. Health Care IPOs were from the British Virgin Islands, Canada, Cayman Islands, Denmark, England and Wales, France, Germany, Israel and Netherlands. Five of the six companies incorporated in the British Virgin Islands and Cayman Islands were headquartered in China.

56

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1 1

5

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1

* This chart reflects information for all U.S. Health Care IPOs that were registered during 2019, including offerings that were not completed during 2019.

* This chart provides information for all U.S. Health Care IPOs that were registered during 2019 by non-U.S. companies that qualified as FPIs, including offerings that were not completed during 2019.

Jurisdiction of Incorporation of Companies Registering U.S. Health Care IPOs During 2019

Jurisdiction of Incorporation of FPIs Registering U.S. Health Care IPOs During 2019


During 2019, the 20 International Health Care IPOs included in our survey involved listings by companies incorporated in eight different countries. All of the companies incorporated in the Cayman Islands were headquartered in China.

JURISDICTION OF INCORPORATIONFOR INTERNATIONAL HEALTH CARE IPOS

1 1

8

2

3

1

4

Belgium Canada CaymanIslands

Hong Kong India Norway People'sRepublic of

China

Jurisdiction of Incorporation for International Health Care IPOs During 2019


More than two-thirds of the FPIs who registered U.S. Health Care IPOs during 2019 established a Level 3 ADR program in connection with their listing. The jurisdictions of issuers offering ADSs included the British Virgin Islands, Denmark, France, Germany, England and Wales, Israel and the Cayman Islands.

ADR PROGRAMS

A common reason for using ADSs is to accommodate a dual listing. Over half of FPIs that offered ADSs in 2019 maintained pre-existing listings on one of the following non-U.S. exchanges: Tel Aviv Stock Exchange, Euronext Paris, and Nasdaq Copenhagen.

* This chart only reflects information for U.S. Health Care IPOs that were completed by FPIs in 2019. * This chart only reflects information for U.S. Health Care IPOs completed by FPIs in 2019.

Prevalence of ADSs Offered by FPIs in 2019 Prevalence of Dual Listings for FPIs Offering ADSs in 2019

4

9

No ADSs offered

ADSs offered4

5

No dual listing

Dual listing


While companies registering U.S. Health Care IPOs indicated 11 different Standard Industrial Classification (SIC) codes during 2019 on the cover of their registration statements, by far the most common SIC code was 2834 – Pharmaceutical preparations (with 38 companies). In addition, 18 companies with SIC code 2836 – Biological products (no diagnostic substances) registered U.S. Health Care IPOs during 2019.

SIC CODES FOR U.S. HEALTH CARE IPOS

As in 2017 and 2018, the most common SIC code for FPIs registering U.S. Health Care IPOs was 2834 – Pharmaceutical preparations. There was considerably more diversity among the SIC codes indicated by FPIs that registered U.S. Health Care IPOs during 2019 as compared to past years.

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1 2833 – Medicinal Chemicals & Botanical Products2834 – Pharmaceutical Preparations

2836 – Biological Products

3841 – Surgical & Medical Instr. & App.

3845 – Electromedical / therap. Apparatus8071 – Medical Lab. Services

8093 – Services - Specialty Outpatient Facilities, NEC

SIC Codes of U.S. Health Care IPOs Registered During 2019

SIC Codes of U.S. Health Care IPOs Registered by FPIs During 2019

* This chart provides information for all U.S. Health Care IPOs that were registered during 2019, including offerings that were not completed by the end of 2019

* This chart provides information for all U.S. Health Care IPOs that were registered during 2019, including offerings that were not completed by the end of 2019.


During 2019, the International Health Care IPOs included in our survey included seven companies that were developing biopharmaceutical product candidates and four companies that provided laboratory or research related services.

HEALTH CARE SUB-SEGMENTS FOR INTERNATIONAL HEALTH CARE IPOS

Health Care Sub-Segments for International Health Care IPOs During 2019

2

7

23

4

1 1

Commercializing pharaceuticals

Developing biopharmaceuticals

Developing cancer vaccines

Medical devices

Research or lab services

Management services

Clinical services

* The categories used for this chart are based on how companies characterized their business in their IPO offering documents.


Of the 51 U.S. Health Care IPO companies that reported developing pharmaceutical or biopharmaceutical product candidates during 2019, the most common development phase for the most advanced product candidates was Phase 1 (reported in 17 IPO filings).

LEAD PRODUCT CANDIDATE DEVELOPMENT PHASES FOR U.S. HEALTH CARE IPOS

For the eight FPIs that reported developing product candidates in their U.S. Health Care IPO registration statements, three companies reported lead candidates in Phase 1.

* This chart provides information regarding the development phase of the most advanced product candidates being developed by U.S. Health Care IPO companies indicating one of thefollowing two SIC codes: • 2834 – Pharmaceutical preparations • 2836 – Biological products (no diagnostic substances) This chart provides information for all U.S. Health Care IPOs that were registered during 2019, including offerings that were not completed by the end of 2019.

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0 1 2 3 4* This chart provides information regarding the development phase of the most advanced product candidates being developed by U.S. Health Care IPO companies indicating one of the following two SIC codes: • 2834 – Pharmaceutical preparations • 2836 – Biological products (no diagnostic substances) This chart provides information for all U.S. Health Care IPOs that were registered by FPIs during 2019, including offerings that were not completed by the end of 2019.

Lead Product Candidate Development Phase Reported for U.S. Health Care IPOs Registered in 2019

Lead Product Candidate Development Phase Reported for U.S. Health Care IPOs Registered by FPIs in 2019


Of the International Health Care IPO companies included in our survey that were developing biopharmaceutical or pharmaceutical product candidates, the most commonly completed development phase for the most advanced product candidates was Phase 2.

LEAD PRODUCT CANDIDATE DEVELOPMENT PHASESFOR INTERNATIONAL HEALTH CARE IPOS

1

7

1

Phase 3

Phase 2

Phase 1

0 1 2 3 4 5 6 7 8

Lead Product Candidate Development Phase Reported for International Health Care IPOs in 2019

* This chart provides information regarding the development phase of the most advanced product candidates being developed by International Health Care IPO companies that indicated in their IPO offering documents that they were developing biopharmaceutical or pharmaceutical product candidates, including cancer vaccines.


Estimated offering expenses (excluding underwriter compensation) for U.S. Health Care IPOs completed during 2019 increased from 2018 with an average amount of approximately U.S.$3.4 million (up from U.S.$2.78 million in 2018). During 2019, average estimated offering expenses reported by FPIs were slightly lower than those reported by all other companies.

ESTIMATED OFFERING EXPENSES

Although average estimated offering expenses generally did increase with IPO proceeds, the increases in these expenses did not appear to be fully proportionate to increases in deal size.

10.4

0.4

2.63.4

0

2

4

6

8

10

12

Offe

ring

expe

nses

(U.S

.$ in

mill

ions

)

High Low Average for FPIs Average for all other issuers

0.7

2.7

3.9

0

1

2

3

4

Offe

ring

expe

nses

(U.S

.$ in

mill

ions

)

Less than $25 million $25 million - $75 millionMore than $75 million

Estimated Offering Expenses for Completed U.S. Health Care IPOs During 2019

Average Estimated Offering Expenses for Completed U.S. Health Care IPOs by IPO Proceeds During 2019

* This chart only provides information for U.S. Health Care IPOs that were completed during 2019 and excludes any underwriter compensation.



When looking at the averages of estimated offering expenses as a percentage of IPO proceeds for three different categories of deal sizes, offering expenses tend to represent a significantly smaller portion of IPO proceeds for U.S. Health Care IPOs that raised more than U.S.$75 million proceeds as compared to U.S. Health Care IPOs that raised U.S.$75 million or less in proceeds.

(CONTINUED)ESTIMATED OFFERING EXPENSES


7.21%

5.63%

1.62%

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

7.00%

8.00%Pe

rcen

tage

of I

PO P

roce

eds

Less than $25 million $25 million - $75 millionMore than $75 million

Averages of Estimated Offering Expenses for Completed U.S. Health Care IPOs as a Percentage of IPO Proceeds During 2019


During 2019, 75 of the companies filing registration statements for U.S. Health Care IPOs disclosed that they were emerging growth companies. Approximately 90% of these took advantage of the JOBS Act relief that permits filing audited financial statements for two years rather than three.

NUMBER OF YEARS PRESENTED IN AUDITED FINANCIAL STATEMENTS BY EMERGING GROWTH COMPANIES

* This chart provides information for U.S. Health Care IPOs that were registered by emerging growth companies during 2019, including offerings that were not completed by the end of 2019.

5

67

3

Since inception (fewer than two years) Two years Three years


Ten of the FPIs that filed U.S. Health Care IPO registration statements during 2019 reported their financial statements using IFRS as adopted by the IASB. The remainder chose to report their financial statements using U.S. GAAP. None choose to report using home country GAAP with a reconciliation to U.S. GAAP.

PRESENTATION OF FINANCIAL STATEMENTS BY FPIS FOR U.S. HEALTH CARE IPOS

10

6 IFRS (IASB)

U.S. GAAP

* This chart provides information for U.S. Health Care IPOs by FPIs that were registered during 2019, including offerings that were not completed by the end of 2019.


Half of the 20 International Health Care IPOs included in our survey reported financial statements using IFRS as adopted by the IASB. Of those that used IFRS (IASB), all but one sought a listing on the Hong Kong Stock Exchange.

FINANCIAL REPORTING STANDARDS USED FOR INTERNATIONAL HEALTH CARE IPOS

10

2

3

2

3IFRS (IASB)IFRS (EU)Hong Kong GAAPPRC GAAPIndian GAAP

Financial Reporting Standards Used for International Health Care IPOs During 2019

|CLIFFORD CHANCE

0

2

4

6

8

10

12

Board Size - FPIs Board Size - all other issuers

Num

ber o

f Dire

ctor

s

High Low Average


In 2019, the average board size for U.S. Health Care IPOs was approximately seven to eight directors for both FPIs and all other types of issuers.

BOARD SIZE FOR U.S. HEALTH CARE IPOS

Board Size Reported for U.S. Health Care IPOs in 2019

* This chart provides information for U.S. Health Care IPOs that were registered during 2019, including offerings that were not completed by the end of 2019.

|CLIFFORD CHANCE

0

2

4

6

8

10

12

14

Board Size

Num

ber o

f Dire

ctor

s

High Low Average


In 2019, the average board size for International Health Care IPOs included in our survey was eight directors. These companies had an average of only three independent directors.

BOARD SIZE FOR INTERNATIONAL HEALTH CARE IPOS

Board Size Reported for International Health Care IPOs in 2019

|CLIFFORD CHANCE

7 5

55

5

0

20

40

60

Majority of board members are independent Some independent directors but not a majority

Num

ber o

f IPO

s

U.S. Health Care IPOs by FPIs U.S. Health Care IPOs by all other companies


Among the companies filing registration statements for U.S. Health Care IPOs during 2019, 55 of the companies using Form S-1 for their Health Care IPOs reported that a majority of their board members were independent. While not strictly required to comply with U.S. stock exchange requirements regarding board independence, seven FPIs reported that a majority of their board members were independent as well.

BOARD INDEPENDENCE FOR U.S. HEALTH CARE IPOS

Board Independence for U.S. Health Care IPOs in 2019


|CLIFFORD CHANCE

1

5 5 41

1821

129

2

0

5

10

15

20

25

0 female directors 1 female director 2 female directors 3 female directors 4 female directors

Num

ber o

f IPO

s

U.S. Health Care IPOs by FPIs U.S. Health Care IPOs by all other companies


Of the 16 Health Care IPOs by FPIs, five had one female director and another ten had two or more female directors. As for the62 other Health Care IPOs that used Form S-1 to register their IPOs, 21 had one female director and another 23 companies had two or more female directors.

FEMALE DIRECTORS FOR U.S. HEALTH CARE IPOS

Female Directors for U.S. Health Care IPOs in 2019


|CLIFFORD CHANCE

4

8

5

12

0

2

4

6

8

10

0 female directors 1 female director 2 female directors 3 female directors 4 female directors

Num

ber o

f IPO

s


During 2019, of the 20 International Health Care IPOs included in our survey, eight companies had one female director and another eight companies had two or more female directors. Four of these companies disclosed that a female director was married to a founder or member of senior management.

FEMALE DIRECTORS FOR INTERNATIONAL HEALTH CARE IPOS

Female Directors for International Health Care IPOs in 2019


During 2019, the time period from the first registration statement submission to the SEC (typically as a confidential draft registration statement) through the effective date of the registration statement lasted less than 200 days for 60 issuers (including seven FPIs). Of these, eight companies achieved effectiveness in less than 80 days. The average number of days from first submission to effectiveness for U.S. Health Care IPOs during 2019 was approximately 151 days, significantly down from an average of 232 days during 2017 but right in line with the average of 150 from 2018.

DAYS TO EFFECTIVENESS

07 5

8

45

60

10

20

30

40

50

Less than 80 days 80 - 199 days 200 or more days

# of

U.S

. Hea

th C

are

IPO

s

# of days between first SEC submission and registration statement effective date FPIs All other issuers

Days to Effectiveness for U.S. Health Care IPOs Completed During 2019

* This chart only provides information for U.S. Health Care IPOs that were completed during 2019.


The SEC staff granted requests for the confidential treatment of sensitive information in registration statement exhibits for three quarters of the completed U.S. Health Care IPOs during 2019. A total of 40 U.S. Health Care IPO companies received confidential treatment with respect to sensitive information contained in either one, two, three or four exhibits to their registration statements.

OMISSION OF COMPETITIVELY SENSITIVE INFORMATION

During 2019, the SEC staff granted requests for the confidential treatment of sensitive information in registration statement exhibits for approximately half of the U.S. Health Care IPOs completed by FPIs.

18

11 11

7

11

31

21 1 1

21 1 1

02468

101214161820

0 1 2 3 4 5 6 7 8 9 10 12 17 26 38

Num

ber o

f IPO

s

Number of Exhibits

6

2

0 0

2

1 1 1

0

1

2

3

4

5

6

0 1 2 3 4 5 12 38

Num

ber o

f IPO

s

Number of Exhibits

Number of Registration Statement Exhibits per U.S. Health Care IPO With Information for Which Confidential Treatment Was Granted in 2019

Number of Registration Statement Exhibits per U.S. Health Care IPO by FPIs With Information for Which Confidential Treatment Was Granted in 2019

* This chart only provides information for U.S. Health Care IPOs that were completed during 2019. * This chart only provides information for U.S. Health Care IPOs that were completed by FPIs during 2019.


Of the U.S. Health Care IPOs completed during 2019, all but five (three of which were FPIs) had incurred losses during the most recently completed fiscal year prior to the IPO.

PROFITABILITY BEFORE IPO

Profitability Status for International Health Care IPOs in 2019

5

67

ProfitableLoss-incurring

* This chart only reflects information for U.S. Health Care IPOs that were completed in 2019.

8

12

ProfitableLoss-incurring

Profitability Status for U.S. Health Care IPOs in 2019

Of the 20 International Health Care IPOs included in our survey, over half had incurred losses during the most recently completed fiscal year prior to the IPO.

METHODOLOGY


other offering expenses. In addition, such amounts do not reflect the exercise of the underwriter’s overallotment option. Information presented in this survey regarding estimated offering expenses for (1) Form S-1 filers is based on information provided in Part II of their registration statements and (2) FPIs is based on the information provided in a section of their prospectus typically entitled “Expenses of This Offering” or “Expenses Relating to This Offering”.

We identified companies as part of the health care sector based on the business descriptions provided in their offering document. We limited our survey to health care services and products for people, and did not include companies developing or commercializing veterinary products. A list of the companies that we included in our survey follows in Annexes A and B.

Information presented regarding U.S. Health Care IPOs registered during 2019 includes information from several proposed U.S. IPOs that were not completed during 2019. To the extent that information is presented with respect to completed U.S. Health Care IPOs, such information does not reflect any proposed IPOs that were not completed during 2019.

Information presented in this survey regarding offering proceeds for completed U.S. and International Health Care IPOs is based on the price to the public and the number of shares offered, as reflected on the cover page of the final prospectus (to the extent available), and does not reflect any reductions for underwriter compensation or

The data points presented in this survey were gathered using a variety of sources, including, but not limited to, registration statements on Form S-1 or Form F-1 (and any related final prospectuses) filed with the U.S. Securities and Exchange Commission (SEC) during 2019, and publicly available offering documents for international public offerings. For U.S. Health Care IPOs, we excluded from our survey any public offerings of shares for which no stock exchange listing was sought. For International Health Care IPOs, we excluded any public offerings that did not publish their offering documents in English and any public offerings that did not indicate in their offering documents that securities were being offered to qualified institutional buyers pursuant to Rule 144A.

For purposes of this survey, we classified each non-U.S. company that registered its U.S. Health Care IPO with the SEC using a Form F-1 as a foreign private issuer (FPI). We made no independent determination as to whether any such company qualified for FPI status.

SURVEY METHODOLOGY

ANNEX A – U.S. HEALTH CARE IPOS COMPLETED DURING 2019

|CLIFFORD CHANCE

Issuer Jurisdiction of Incorporation

U.S. Exchange TickerSymbol

IPO Price(U.S.$)

IPO Proceeds(U.S.$)

Alector, Inc. Delaware NASDAQ Global Select Market ALEC 19.00 175,750,000

Gossamer Bio, Inc. Delaware NASDAQ Global Select Market GOSS 16.00 276,000,000

Harpoon Therapeutics, Inc. Delaware NASDAQ Global Select Market HARP 14.00 75,600,000

Anchiano Therapeutics Ltd. (FPI) Israel NASDAQ Capital Market ANCN 11.50 30,500,001

Avedro, Inc. Delaware NASDAQ Global Market AVDR 14.00 70,000,000

TCR2 Therapeutics Inc. Delaware NASDAQ Global Select Market TCRR 15.00 75,000,000

Hoth Therapeutics, Inc. Nevada NASDAQ Capital Market HOTH 5.60 7,000,000

Stealth BioTherapeutics Corp (FPI) Cayman Islands NASDAQ Global Market MITO 12.00 78,000,000

Kaleido Biosciences, Inc. Delaware NASDAQ Global Select Market KLDO 15.00 75,000,000

ShockWave Medical, Inc. Delaware NASDAQ Global Select Market SWAV 17.00 96,900,000

GENFIT S.A. (FPI) France NASDAQ Global Select Market GNFT 20.32 135,128,000

Precision BioSciences, Inc. Delaware NASDAQ Global Select Market DTIL 16.00 126,400,000


1ST QUARTER 2019

(FPI) – This non-U.S. company qualified for foreign private issuer status and related regulatory benefits in connection with its IPO.

|CLIFFORD CHANCE

0.00

5.00

10.00

15.00

20.00

25.00

30.00

35.00

ALEC

GO

SS

HAR

P

ANC

N

AVD

R

TCR

R

HO

TH

MIT

O

KLD

O

SWAV

GN

FT

DTI

LK

Price Range Midpoint IPO Price 1st Day Close


IPO PRICING AND FIRST DAY CLOSE1ST QUARTER 2019

|CLIFFORD CHANCE



IPO Price(U.S.$)

IPO Proceeds(U.S.$)

NGM Biopharmaceuticals, Inc. Delaware NASDAQ Global Select Market NGM 16.00 106,666,672

Silk Road Medical, Inc. Delaware NASDAQ Global Market SILK 20.00 120,000,000

Guardion Health Sciences, Inc. Delaware NASDAQ Capital Market GHSI 4.00 5,000,000

Brainsway Ltd. (FPI) Israel NASDAQ Global Market BWAY 11.00 27,500,000

Turning Point Therapeutics, Inc. Delaware NASDAQ Global Select Market TPTX 18.00 166,500,000

HOOKIPA Pharma Inc. Delaware NASDAQ Global Select Market HOOK 14.00 84,000,000

TransMedics Group, Inc. Massachusetts NASDAQ Global Market TMDX 16.00 91,040,000

Trevi Therapeutics, Inc. Delaware NASDAQ Global Market TRVI 10.00 55,000,000

Axcella Health Inc. Delaware NASDAQ Global Market AXLA 20.00 71,428,560

Cortexyme, Inc. Delaware NASDAQ Global Select Market CRTX 17.00 75,004,000

Milestone Pharmaceuticals Inc. Québec NASDAQ Global Select Market MIST 15.00 82,500,000

NextCure, Inc. Delaware NASDAQ Global Select Market NXTC 15.00 75,000,000

Applied Therapeutics, Inc. Delaware NASDAQ Global Market APLT 10.00 40,000,000

Avantor, Inc. Delaware New York Stock Exchange AVTR 14.00 2,898,000,000


2ND QUARTER 2019


|CLIFFORD CHANCE



IPO Price(U.S.$)

IPO Proceeds(U.S.$)

IDEAYA Biosciences, Inc. Delaware NASDAQ Global Select Market IDYA 10.00 50,000,000

Bicycle Therapeutics plc (FPI) England and Wales

NASDAQ Global Select Market BCYC 14.00 60,666,662

Stoke Therapeutics, Inc. Delaware NASDAQ Global Select Market STOK 18.00 142,039,980

Akero Therapeutics, Inc. Delaware NASDAQ Global Select Market AKRO 16.00 92,000,000

Atreca, Inc. Delaware NASDAQ Global Select Market BCEL 17.00 124,950,000

Personalis, Inc. Delaware NASDAQ Global Select Market PSNL 17.00 134,665,500Prevail Therapeutics Inc. Delaware NASDAQ Global Market PRVL 17.00 125,001,000

Adaptive Biotechnologies Corporation

Washington NASDAQ Global Select Market ADPT 20.00 300,000,000

BridgeBio Pharma, Inc. Delaware NASDAQ Global Select Market BBIO 17.00 348,500,000

Morphic Holding, Inc. Delaware NASDAQ Global Market MORF 15.00 90,000,000

Karuna Therapeutics, Inc. Delaware NASDAQ Global Market KRTX 16.00 89,249,984

Happiness Biotech Group Limited (FPI)

Cayman Islands Nasdaq Capital Market HAPP 5.50 11,000,000


(CONTINUED)2ND QUARTER 2019


|CLIFFORD CHANCE

0.00

5.00

10.00

15.00

20.00

25.00

30.00

35.00

40.00

45.00

NG

M

SILK

GH

SI

BWAY

TPTX

HO

OK

TMD

X

TRVI

AXLA

CR

TX

MIS

T

NXT

C

APLT

AVTR

IDYA

BCYC

STO

K

AKR

O

BCEL

PSN

L

PRVL

ADPT

BBIO

MO

RF

KRTX

HAP

P



IPO PRICING AND FIRST DAY CLOSE2ND QUARTER 2019

|CLIFFORD CHANCE 47


3RD QUARTER 2019

(FPI) – This non-U.S. company qualified for foreign private issuer status and related regulatory benefits in connection with its IPO.(MJDS) – This Canadian company was eligible to use the multijurisdictional disclosure system for its IPO, which permitted it to use a prospectus prepared largely in accordance with Canadian disclosure requirements.


U.S. Exchange Ticker Symbol IPO Price(U.S.$)

IPO Proceeds(U.S.$)

Fulcrum Therapeutics, Inc. Delaware NASDAQ Global Market FULC 16.00 72,000,000Genmab A/S (FPI) Denmark NASDAQ Global Select Market GMAB 17.75 505,875,000

Mirum Pharmaceuticals, Inc. Delaware NASDAQ Global Market MIRM 15.00 75,000,000Phreesia, Inc. Delaware New York Stock Exchange PHR 18.00 167,187,492Castle Biosciences, Inc. Delaware NASDAQ Global Market CSTL 16.00 64,000,000Livongo Health, Inc. Delaware NASDAQ Global Select Market LVGO 28.00 355,236,000InMode Ltd. (FPI) Israel NASDAQ Global Select Market INMD 14.00 70,000,000BELLUS Health Inc. (FPI) (MJDS) Canada NASDAQ Global Market BLU 7.10 70,000,000.50

10x Genomics, Inc. Delaware NASDAQ Global Select Market TXG 39.00 390,000,000SmileDirectClub, Inc. Delaware NASDAQ Global Select Market SDC 23.00 1,346,351,000

Satsuma Pharmaceuticals, Inc.

Delaware NASDAQ Global Market STSA 15.00 82,500,000

SpringWorks Therapeutics, Inc.

Delaware NASDAQ Global Select Market SWTX 18.00 162,000,000

Envista Holdings Corporation Delaware New York Stock Exchange NVST 22.00 588,896,000


(CONTINUED)3RD QUARTER 2019



IPO Proceeds(U.S.$)

IGM Biosciences, Inc. Delaware NASDAQ Global Select Market IGMS 16.00 175,000,000

Exagen Inc. Delaware NASDAQ Global Market XGN 14.00 50,400,000

|CLIFFORD CHANCE

0.00

10.00

20.00

30.00

40.00

50.00

60.00

FULC

GM

AB

MIR

M

PHR

CST

L

LVG

O

INM

D

BLU

TXG

SDC

STSA

SWTX

NVS

T

IGM

S

XGN



IPO PRICING AND FIRST DAY CLOSE3RD QUARTER 2019

|CLIFFORD CHANCE



IPO Proceeds(U.S.$)

Aprea Therapeutics, Inc. Delaware NASDAQ Global Select Market APRE 15.00 85,000,005Frequency Therapeutics, Inc. Delaware NASDAQ Global Select Market FREQ 14.00 84,000,000Viela Bio, Inc. Delaware NASDAQ Global Select Market VIE 19.00 150,100,000BioNTech SE (FPI) Germany NASDAQ Global Select Market BNTX 15.00 150,000,000Vir Biotechnology, Inc. Delaware NASDAQ Global Select Market VIR 20.00 142,857,160Innate Pharma S.A. (FPI) France NASDAQ Global Select Market IPHA 5.50 44,259,748.5

Aesthetic Medical International Holdings Group Limited (FPI)

Cayman Islands NASDAQ Global Market AIH 12.00 30,000,000

Cabaletta Bio, Inc. Delaware NASDAQ Global Select Market CABA 11.00 74,800,000Phathom Pharmaceuticals, Inc.

Delaware NASDAQ Global Select Market PHAT 19.00 181,699,983

Progyny, Inc. Delaware NASDAQ Global Select Market PGNY 13.00 130,000,000

TFF Pharmaceuticals, Inc. Delaware NASDAQ Capital Market TFFP 5.00 22,000,000Oyster Point Pharma, Inc. Delaware NASDAQ Global Select Market OYST 16.00 80,000,000


4TH QUARTER 2019


|CLIFFORD CHANCE



IPO Proceeds(U.S.$)

RAPT Therapeutics, Inc. Delaware NASDAQ Global Market RAPT 12.00 36,000,000Centogene B.V. (FPI) Netherlands NASDAQ Global Market CNTG 14.00 56,000,000Galera Therapeutics, Inc. Delaware NASDAQ Global Market GRTX 12.00 60,000,000CNS Pharmaceuticals, Inc. Nevada NASDAQ Capital Market CNSP 4.00 8,500,000TELA Bio, Inc. Delaware NASDAQ Global Market TELA 13.00 52,000,00089bio, Inc. Delaware NASDAQ Global Market ETNB 16.00 84,874,992Monopar Therapeutics Inc. Delaware NASDAQ Capital Market MNPR 8.00 8,888,896


(CONTINUED)4TH QUARTER 2019


|CLIFFORD CHANCE

0.00

5.00

10.00

15.00

20.00

25.00

30.00

APR

E

FREQ VI

E

BNTX VI

R

IPH

A

AIH

CAB

A

PHAT

PGN

Y

TFFP

OYS

T

RAP

T

CN

TG

GR

TX

CN

SP

TELA

ETN

B

MN

PR



IPO PRICING AND FIRST DAY CLOSE4TH QUARTER 2019


PENDING U.S. HEALTH CARE IPOS, NOT WITHDRAWN BY THE END OF 2019

(FPI) – This non-U.S. company would have qualified for foreign private issuer status and related regulatory benefits in connection with an IPO.


Proposed U.S. Exchange Listing

Proposed Ticker Symbol

Proposed Aggregate Maximum Offering Amount (U.S.$)

KCI Holdings, Inc. Texas New York Stock Exchange Not yet selected

100,000,000

Beam Therapeutics Inc. Delaware NASDAQ Global Market BEAM 100,000,000

4D Molecular Therapeutics Inc. Delaware NASDAQ Global Market DDDD 100,000,000

Genetron Holdings Limited (FPI) Cayman Islands NASDAQ Global Market GTH 100,000,000

AnPac Bio-Medical Science Co., Ltd.(FPI)

British Virgin Islands

NASDAQ Global Market ANPC 26,833,870

I-MAB Cayman Islands NASDAQ Global Market IMAB 26,833,870

ANNEX B – INTERNATIONAL HEALTH CARE IPOS COMPLETED DURING 2019


1ST HALF 2019

Issuer Name Jurisdiction of Organization

Date of IPO Exchange IPO Proceeds (U.S.$ in millions)

Sequana Medical NV Belgium 30-Jan-19 Euronext Brussels 31

Cstone Pharmaceuticals Cayman Islands 14-Feb-19 Hong Kong Stock Exchange 266

CanSino Biologics Inc. People's Republic of China 18-Mar-19 Hong Kong Stock Exchange 145

Metropolis Healthcare Limited India 3-Apr-19 Bombay Stock Exchange 170

Viva Biotech Holdings Cayman Islands 25-Apr-19 Hong Kong Stock Exchange 294

Cian Healthcare Limited India 16-May-19 Bombay Stock Exchange 6

Frontage Holdings Corporation Cayman Islands 17-May-19 Hong Kong Stock Exchange 175

Mabpharm Limited Cayman Islands 20-May-19 Hong Kong Stock Exchange 174

Ultimovacs ASA Norway 20-May-19 Oslo Stock Exchange 40

Hansoh Pharmaceutical Group Company Limited

Cayman Islands 31-May-19 Hong Kong Stock Exchange 942

Jinxin Fertility Group Limited Cayman Islands 13-Jun-19 Hong Kong Stock Exchange 344


2ND HALF 2019

Issuer Name Jurisdiction of Organization

Date of IPO Exchange IPO Proceeds (U.S.$ in millions)

Transpact Enterprises Limited India 19-Aug-19 Bombay Stock Exchange 0.19

Shanghai Henlius Biotech, Inc. People's Republic of China 12-Sep-19 Hong Kong Stock Exchange 432

Ascentage Pharma Group International

Cayman Islands 16-Oct-19 Hong Kong Stock Exchange 39

TOT Biopharm International Company Limited

Hong Kong 29-Oct-19 Hong Kong Stock Exchange 71

SinoMab BioScience Limited Hong Kong 31-Oct-19 Hong Kong Stock Exchange 188

Pharmaron Beijing Co., Ltd. People's Republic of China 14-Nov-19 Hong Kong Stock Exchange 524

Venus Medtech (Hangzhou) Inc. People's Republic of China 28-Nov-19 Hong Kong Stock Exchange 159

Alphamab Oncology Cayman Islands 2-Dec-19 Hong Kong Stock Exchange 208

Andlauer Healthcare Group Inc. Ontario, Canada 12-Dec-19 Toronto Stock Exchange 113

KEY CONTACTS


If you would like to discuss this survey or have any related questions, please contact Per Chilstrom or any other members of your Clifford Chance client service team.

Our U.S. Healthcare and Life Sciences group is a part of a single, integrated global Healthcare & Life Sciences sector, which combines an outstanding advisory and transactional track record with an in-depth understanding of industry developments.Our international reach enables us to align the advice we provide with our clients’ overall legal approach in other jurisdictions. It also ensures that legal solutions are presented with a uniform standard of excellence, as consistently as possible throughout the world.

Our sector approach ensures that our lawyers truly understand the healthcare and life sciences industry with its regulatory and commercial challenges. At the same time it avoids the build-up of silos between different areas of laws so that we are able to deliver to our clients commercially sound and legally robust solutions focused to their business objectives.

Having cultivated an expertise in the healthcare and life sciences industry over two decades and having worked with many of the world’s leading and emerging pharmaceutical, biotechnology, medical device and healthcare services companies, we know the importance of anticipating regulatory and contractual issues in the context of corporate investment, finance, competition, strategy and operations.

U.S. HEALTHCARE AND LIFE SCIENCES GROUP

PER CHILSTROMPartner, Capital Markets

T +1 212 878 3079E per.chilstrom

@cliffordchance.com

REBECCA HOSKINSProfessional Support Lawyer

T +1 212 878 3118E rebecca.hoskins

@cliffordchance.com

CEDRIC KARAOGLANAssociate

T +1 212 878 8173E cedric.karaoglan

@cliffordchance.com

Clifford Chance, 31 West 52nd Street, New York, NY 10019-6131, USA© Clifford Chance 2020Clifford Chance US LLP

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